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Thursday, August 23, 2012

Initial Drafts Included as Exhibits to IPO Registration Statements

Summit Midstream Partners, LP, an "emerging growth company" as defined in the Jumpstart our Business Startups (JOBS) Act enacted on April 5, 2012, filed a public Form S-1 on August 21 for an underwritten initial public offering.  Included as Exhibits 99.1 and 99.2 are the two draft registration statements that Summit submitted confidentially to the SEC on May 11 and July 17 pursuant to Section 106(a) of the JOBS Act.

Emerging growth companies can pre-file confidential registration statements to begin the SEC review process without publicly revealing sensitive commercial and financial information to their competitors, provided that the draft and all amendments thereto shall be publicly filed with the SEC not later than 21 days before the date on which the company conducts a road show, as such term is defined in Rule 433(h)(4) under the Securities Act. 

Summit is the 14th IPO registrant to provide such drafts as exhibits to the public filing.  Other emerging growth company filers to do so include:

FleetMatics Group plc Form F-1 on 8/20/2012
Santander Mexico Financial Group F-1 on 8/17/2012
Regulus Therapeutics Inc. S-1 on 8/17/2012
Trulia, Inc. S-1 on 8/17/2012
Manchester United plc F-1 on 7/3/2012

Exhibit 99.1 to the Regulus S-1 includes the cover letter from the company's legal counsel at Cooley LLP, and the Manchester United F-1 exhibit includes the cover letter from Latham & Watkins.

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